| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 5)*
E-House (China) Holdings Limited
(Name of Issuer)
Ordinary Shares, par value $0.001
(Title of Class of Securities)
026852W10
(CUSIP Number)
Xin Zhou | Neil Nanpeng Shen | SINA Corporation |
Kanrich Holdings Limited | Smart Create Group Limited | 20/F Ideal International Plaza |
On Chance Inc. | Smart Master International Limited | No. 58 North 4th Ring Road West |
Jun Heng Investment Limited | c/o Suite 3613, 36/F | Haidian District, Beijing |
c/o 11/F Qiushi Building | Two Pacific Place | People’s Republic of China |
No. 383 Guangyan Road | 88 Queensway | Phone: +86 10 8262-8888 |
Zhabei District | Hong Kong | Facsimile: +86 10 8260-7073 |
Shanghai 200072 | Phone: +852 2501-8989 |
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People’s Republic of China | Facsimile: +852 2501 5249 |
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Phone: +86 21 6133-0808 |
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Facsimile: +86 21 6133-0707 |
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Z. Julie Gao, Esq. | Michael V. Gisser, Esq. |
Haiping Li, Esq. | Skadden, Arps, Slate, Meagher & Flom LLP |
Skadden, Arps, Slate, Meagher & Flom LLP | 300 South Grand Avenue |
c/o 42/F Edinburgh Tower, The Landmark | Suite 3400 |
15 Queen’s Road Central | Los Angeles, California 90071 |
Hong Kong | Phone: (213) 687-5000 |
Phone: +852 3740-4700 |
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November 2, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* This Schedule 13D constitutes Amendment No. 5 to the Schedule 13D on behalf of Mr. Xin Zhou dated April 1, 2013, Amendment No. 5 to the Schedule 13D on behalf of Kanrich Holdings Limited dated April 1, 2013, Amendment No. 1 to the Schedule 13D on behalf of On Chance Inc. dated June 19, 2015, Amendment No. 1 to the Schedule 13D on behalf of Jun Heng Investment Limited dated June 19, 2015, Amendment No. 1 to the Schedule 13D on behalf of Mr. Neil Nanpeng Shen dated June 19, 2015, Amendment No. 1 to the Schedule 13D on behalf of Smart Create Group Limited dated June 19, 2015, Amendment No. 1 to the Schedule 13D on behalf of Smart Master International Limited dated June 19, 2015, and Amendment No. 3 to the Schedule 13D on behalf of SINA Corporation dated April 30, 2012.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 026852W10 |
| Page | 2 | of | 27 | Pages |
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | ||
8 | Shared Voting Power | |||
9 | Sole Dispositive Power | |||
10 | Shared Dispositive Power | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
13 | Percent of Class Represented by Amount in Row (11) | |||
14 | Type of Reporting Person (See Instructions) | |||
CUSIP No. | 026852W10 |
| Page | 3 | of | 27 | Pages |
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | ||
8 | Shared Voting Power | |||
9 | Sole Dispositive Power | |||
10 | Shared Dispositive Power | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
13 | Percent of Class Represented by Amount in Row (11) | |||
14 | Type of Reporting Person (See Instructions) | |||
CUSIP No. | 026852W10 |
| Page | 4 | of | 27 | Pages |
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | ||
8 | Shared Voting Power | |||
9 | Sole Dispositive Power | |||
10 | Shared Dispositive Power | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
13 | Percent of Class Represented by Amount in Row (11) | |||
14 | Type of Reporting Person (See Instructions) | |||
CUSIP No. | 026852W10 |
| Page | 5 | of | 27 | Pages |
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | ||
8 | Shared Voting Power | |||
9 | Sole Dispositive Power | |||
10 | Shared Dispositive Power | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
13 | Percent of Class Represented by Amount in Row (11) | |||
14 | Type of Reporting Person (See Instructions) | |||
CUSIP No. | 026852W10 |
| Page | 6 | of | 27 | Pages |
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | ||
8 | Shared Voting Power | |||
9 | Sole Dispositive Power | |||
10 | Shared Dispositive Power | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
13 | Percent of Class Represented by Amount in Row (11) | |||
14 | Type of Reporting Person (See Instructions) | |||
CUSIP No. | 026852W10 |
| Page | 7 | of | 27 | Pages |
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | ||
8 | Shared Voting Power | |||
9 | Sole Dispositive Power | |||
10 | Shared Dispositive Power | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
13 | Percent of Class Represented by Amount in Row (11) | |||
14 | Type of Reporting Person (See Instructions) | |||
CUSIP No. | 026852W10 |
| Page | 8 | of | 27 | Pages |
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | ||
8 | Shared Voting Power | |||
9 | Sole Dispositive Power | |||
10 | Shared Dispositive Power | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
13 | Percent of Class Represented by Amount in Row (11) | |||
14 | Type of Reporting Person (See Instructions) | |||
CUSIP No. | 026852W10 |
| Page | 9 | of | 27 | Pages |
1 | Names of Reporting Persons | |||
2 | Check the Appropriate Box if a Member of a Group | |||
| (a) | o | ||
| (b) | o | ||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) | |||
5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
6 | Citizenship or Place of Organization | |||
Number of | 7 | Sole Voting Power | ||
8 | Shared Voting Power | |||
9 | Sole Dispositive Power | |||
10 | Shared Dispositive Power | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
13 | Percent of Class Represented by Amount in Row (11) | |||
14 | Type of Reporting Person (See Instructions) | |||
Item 1. Security and Issuer.
This amendment No. 5 to statement on Schedule 13D amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on April 1, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on March 31, 2014, Amendment No. 2 filed on March 30, 2015, Amendment No. 3 filed on June 9, 2015, and Amendment No. 4 filed on June 19, 2015 (together with the Original Schedule 13D, the “Schedule 13D”), which relates to the ordinary shares, par value $0.001 per share (the “Shares”), of E-House (China) Holdings Limited, a company organized under the laws of the Cayman Islands (the “Company”), whose principal executive offices are located at 11/F Qiushi Building, No. 383 Guangyan Road, Zhabei District, Shanghai 200072, People’s Republic of China.
Except as provided herein, this statement does not modify any of the information previously reported on the Schedule 13D.
Item 2. Identity and Background.
Paragraph 7 of Item 2 of the Schedule 13D is hereby amended and restated by the following:
Mr. Neil Nanpeng Shen is a citizen of Hong Kong. Mr. Shen is a member of the board of directors of the Company. Mr. Shen’s business address is Suite 3613, 36/F Two Pacific Place, 88 Queensway, Hong Kong.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
The Consortium Members jointly submitted a revised non-binding proposal (the “Revised Proposal”) dated November 2, 2015 to the Company’s board of directors. In the Revised Proposal, the Consortium Members revised the cash consideration for the Proposed Transaction to US$6.64 per Share, or US$6.64 per ADS of the Company from the proposed consideration of US$7.38 per Share, or US$7.38 per ADS contained in the Proposal dated June 9, 2015. The Consortium Members revised the proposed cash consideration due to a number of events and developments since the submission of the Proposal, including (1) the weaker-than-expected financial performance of Leju Holdings Limited, a majority owned subsidiary of the Company contributing a significant portion of the Company’s revenues and net income in 2014; (2) the negative impact of the sharp correction in China’s stock market on investors’ appetite for new fund allocations, which in turn has negatively affected the Consortium Members’ ability to raise the necessary equity financing anticipated by the Proposal; (3) the signification volatility experienced by the global financial markets, which has negatively affected the Consortium Members’ ability to raise the necessary debt anticipated by the Proposal; and (4) the negative effect of the depreciation of Renminbi against the US dollars on the valuation of the Company.
On November 2, 2015, the Consortium Members entered into an amended and restated consortium agreement (the “Amended Consortium Agreement”), replacing the Consortium Agreement dated June 19, 2015. Under the Amended Consortium Agreement, the Consortium Members have agreed to, among other things, form a consortium to work exclusively with one another to undertake the Proposed Transaction. In addition, the Consortium Members have agreed not to (1) make a competing proposal for the acquisition of control of the Company; or (2) acquire or dispose of any (i) ADSs, (ii) Shares of the Company or (iii) warrants, options or any other securities that are convertible into ADSs or Shares of the Company, other than pursuant to share incentive plans of the Company. Further, the Consortium Members have agreed to incorporate Holdco and cause Holdco to incorporate a wholly-owned subsidiary of Holdco to be merged with and into the Company upon consummation of the Proposed Transaction. Each Consortium Member has agreed to enter into a rollover agreement in customary form pursuant to which such Consortium Member will contribute Shares of the Company owned by him/it or his/its affiliates to Holdco or continue to hold Shares of the Company owned by him/it or his/its affiliates in the surviving company. Further, the Consortium Members agreed to conduct due diligence with respect to the Company and its business as each Consortium Member deems necessary; engage in discussions with the Company regarding the Proposal; negotiate in good faith any amendments to the terms of the Proposal, if applicable; negotiate in good faith the terms of the documentation required to implement the Proposed Transaction, including but not limited to a merger agreement, debt financing documents, if any, and certain other agreements that would include provisions in relation to certain special obligations and right of SINA; and if the Proposed Transaction is consummated, be reimbursed by the surviving company for certain costs and expenses related to the Proposed Transaction. The Consortium Members have also agreed to the proposed share exchange and share transfer between the surviving company and SINA at the closing of the Proposed Transaction, as set forth in detail in Schedule B to the Amended Consortium Agreement.
The descriptions of the Revised Proposal and the Amended Consortium Agreement in this Item 4 are qualified in their entirety by reference to the complete text of the Revised Proposal and the Amended Consortium Agreement, which have been filed as Exhibit K and Exhibit L hereto, and which are incorporated herein by reference in their entirety.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated by the following:
The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this statement are hereby incorporated by reference in this Item 5.
By virtue of their actions in respect of the Proposed Transaction as described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each of the Reporting Persons may be deemed to beneficially own the Shares beneficially owned by the members of the group as a whole. Except as otherwise disclosed herein, each Reporting Person expressly disclaims any beneficial ownership of the Shares beneficially owned by each other Reporting Person.
The 35,052,925 Shares beneficially owned by Mr. Xin Zhou comprise (i) 17,790,125 Shares beneficially owned by Kanrich as described below, (ii) 4,064,800 Shares beneficially owned by On Chance as described below, (iii) 9,665,000 Shares beneficially owned by Jun Heng as described below, (iv) 216,666 Shares held by Mr. Zhou personally, (v) 3,183,000 Shares that Mr. Zhou has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (vi) 133,334 Shares that Mr. Zhou will acquire upon the vest of restricted shares within 60 days after November 2, 2015.
Mr. Xin Zhou holds 94% of the shares of Kanrich and is a director of Kanrich. Pursuant to Section 13(d) of the Act, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Shares of the Company held by Kanrich. The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of Kanrich is set forth on Schedule A-2 hereto, which is incorporated herein by reference.
Mr. Xin Zhou is the sole shareholder and the sole director of On Chance. Pursuant to Section 13(d) of the Act, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Shares of the Company held by On Chance Inc. The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of On Chance is set forth on Schedule B-2 hereto, which is incorporated herein by reference. On Chance holds 51.54% of the shares of Jun Heng. Mr. Zhou is a director of Jun Heng. Pursuant to Section 13(d) of the Act, and the rules promulgated thereunder, Mr. Zhou may be deemed to beneficially own all of the Shares of the Company held by Jun Heng Investment Limited. The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of Jun Heng is set forth on Schedule C-2 hereto, which is incorporated herein by reference. Mr. Xin Zhou disclaims beneficial ownership of the Shares owned by Kanrich, On Chance and Jun Heng except to the extent of his pecuniary interest therein.
The 3,663,363 Shares beneficially owned by Mr. Neil Nanpeng Shen comprise (i) 2,084,874 Shares directly held by Smart Create, a British Virgin Islands company solely owned and controlled by Mr. Shen, (ii) 1,363,939 Shares directly held by Smart Master, a British Virgin Islands company solely owned and controlled by Mr. Shen, (iii) 35,000 Shares personally held by Mr. Shen, (iv) 164,550 Shares that Mr. Shen has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (v) 15,000 Shares that Mr. Shen will acquire upon vest of restricted shares within 60 days after November 2, 2015.
SINA is the sole beneficial owner of 29,333,740 Shares (including Shares represented by ADSs). The information with respect to Shares that may be deemed to be beneficially owned by each director and officer of SINA is set forth on Schedule F-2 hereto, which is incorporated herein by reference.
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on 142,598,380 Shares outstanding as of June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 filed on Form 6-K with the U.S. Securities and Exchange Commission on August 26, 2015, which exclude Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.
Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1, Schedule B-1, Schedule C-1, Schedule D, Schedule E or Schedule F-1 hereto, beneficially owns any Shares or has the right to acquire any Shares.
Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1, Schedule B-1, Schedule C-1, Schedule D, Schedule E or Schedule F-1 hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares that they may be deemed to beneficially own.
Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A-1, Schedule B-1, Schedule C-1, Schedule D, Schedule E or Schedule F-1 hereto, has effected any transaction in the Shares during the past 60 days or since the most recent filing on Schedule 13D (§ 240.13d-191), whichever is less.
Except as disclosed in this statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by the following:
The descriptions of the principal terms of the Revised Proposal and the Amended Consortium Agreement under Item 4 are incorporated herein by reference in their entirety.
To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit No. |
| Description |
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A(1) |
| Joint Filing Agreement, dated April 1, 2013, between Xin Zhou and Kanrich Holdings Limited |
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B(1) |
| Share Purchase Agreement, dated as of December 27, 2012, between E-House (China) Holdings Limited and Kanrich Holdings Limited |
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C(1) |
| Amendment to Share Purchase Agreement, dated as of March 22, 2013, between E-House (China) Holdings Limited and Kanrich Holdings Limited |
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D(1) |
| Margin Loan Facility Agreement, dated as of March 22, 2013, between Kanrich Holdings Limited and Prominent Asset Investment Limited |
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E(1) |
| Share and Account Charge, dated as of March 22, 2013, between Kanrich Holdings Limited, Jun Heng Investment Ltd., On Chance Inc. and Prominent Asset Investment Limited |
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F(1)* |
| Amendment Agreement, dated as of March 20, 2015, between Kanrich Holdings Limited, Xin Zhou, Jun Heng Investment Ltd., On Chance Inc. and Prominent Asset Investment Limited |
G(1)* |
| Confirmatory Share and Account Charge, dated as of March 20, 2015, between Kanrich Holdings Limited, Jun Heng Investment Ltd., On Chance Inc. and Prominent Asset Investment Limited |
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H(1) |
| Proposal Letter dated June 9, 2015 from Xin Zhou and Neil Nanpeng Shen to the board of directors of E-House (China) Holdings Limited |
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I(1) |
| Joint Filing Agreement, dated June 19, 2015, by and between Mr. Xin Zhou, Kanrich Holdings Limited, On Chance Inc., Jun Heng Investment Limited, Mr. Neil Nanpeng Shen, Smart Create Group Limited, Smart Master International Limited and SINA Corporation |
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J(1) |
| Consortium Agreement, dated June 19, 2015, by and between Mr. Xin Zhou, Mr. Neil Nanpeng Shen and SINA Corporation |
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K(1) |
| Revised Proposal dated November 2, 2015 from Xin Zhou, Neil Nanpeng Shen and SINA Corporation to the board of directors of E-House (China) Holdings Limited |
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L |
| Amended and Restated Consortium Agreement, dated November 2, 2015, by and between Mr. Xin Zhou, Mr. Neil Nanpeng Shen and SINA Corporation |
(1) Filed previously.
* Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.
CUSIP No. | 026852W10 |
| Page | 15
| of | 27 | Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 12, 2015 |
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| Xin Zhou | |
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| /s/ Xin Zhou | |
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| Kanrich Holdings Limited | |
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| By: | /s/ Xin Zhou |
| Name: | Xin Zhou |
| Title: | Director |
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| On Chance Inc. | |
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| By: | /s/ Xin Zhou |
| Name: | Xin Zhou |
| Title: | Director |
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| Jun Heng Investment Limited | |
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| By: | /s/ Xin Zhou |
| Name: | Xin Zhou |
| Title: | Director |
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| Neil Nanpeng Shen | |
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| /s/ Neil Nanpeng Shen |
CUSIP No. | 026852W10 |
| Page | 16
| of | 27 | Pages |
| Smart Create Group Limited | |
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| By: | /s/ Neil Nanpeng Shen |
| Name: | Neil Nanpeng Shen |
| Title: | Director |
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| Smart Master International Limited | |
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| By: | /s/ Neil Nanpeng Shen |
| Name: | Neil Nanpeng Shen |
| Title: | Director |
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| SINA Corporation | |
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| By: | /s/ Charles Chao |
| Name: | Charles Chao |
| Title: | Chief Executive Officer |
CUSIP No. | 026852W10 |
| Page | 17
| of | 27 | Pages |
SCHEDULE A-1
Directors and Executive Officers of Kanrich
Name |
| Position |
| Present Principal |
| Business Address |
| Citizenship |
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Xin Zhou |
| Director |
| Co-Chairman and Chief Executive Officer of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
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Canhao Huang |
| Director |
| Executive Director of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
CUSIP No. | 026852W10 |
| Page | 18
| of | 27 | Pages |
SCHEDULE A-2
Shares Beneficially Owned by the Directors and Executive Officers of Kanrich
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| Shares Beneficially Owned (1) |
| ||
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| Number |
| % |
|
Directors and Executive Officers |
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|
Xin Zhou |
| 35,052,925 |
| 24.0 | % |
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Canhao Huang |
| 334,498 | (2) | 0.2 | % |
(1) For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of Shares beneficially owned by such person by the sum of (i) the number of Shares outstanding as of June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 on Form 6-K filed with the U.S. Securities and Exchange Commission on August 26, 2015 (which shall exclude (a) the Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan and (b) the Shares underlying the American depositary shares that have been repurchased from the open market but remain uncancelled) and (ii) the number of Shares underlying share options held by such person that are exercisable within 60 days and/or the number of restricted shares held by such person that will be vested within 60 days. The total number of Shares outstanding as of June 30, 2015 is 142,598,380 Shares, excluding Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.
(2) Represent (i) 49,998 Shares Mr. Huang personally held as of November 2, 2015, (ii) 234,500 Shares that Mr. Huang has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Huang will acquire upon the vest of restricted shares within 60 days after November 2, 2015.
CUSIP No. | 026852W10 |
| Page | 19 | of | 27 | Pages |
SCHEDULE B-1
Directors and Executive Officers of On Chance
Name |
| Position |
| Present Principal |
| Business Address |
| Citizenship |
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|
|
|
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|
|
Xin Zhou |
| Director |
| Co-Chairman and Chief Executive Officer of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
CUSIP No. | 026852W10 |
| Page | 20 | of | 27 | Pages |
SCHEDULE B-2
Shares Beneficially Owned by the Directors and Executive Officers of On Chance
|
| Shares Beneficially Owned (1) |
| ||
|
| Number |
| % |
|
Directors and Executive Officers |
|
|
|
|
|
|
|
|
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|
Xin Zhou |
| 35,052,925 |
| 24.0 | % |
(1) For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of Shares beneficially owned by such person by the sum of (i) the number of Shares outstanding as of June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 on Form 6-K filed with the U.S. Securities and Exchange Commission on August 26, 2015 (which shall exclude (a) the Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan and (b) the Shares underlying the American depositary shares that have been repurchased from the open market but remain uncancelled) and (ii) the number of Shares underlying share options held by such person that are exercisable within 60 days and/or the number of restricted shares held by such person that will be vested within 60 days. The total number of Shares outstanding as of June 30, 2015 is 142,598,380 Shares, excluding Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.
CUSIP No. | 026852W10 |
| Page | 21 | of | 27 | Pages |
SCHEDULE C-1
Directors and Executive Officers of Jun Heng
Name |
| Position |
| Present Principal |
| Business Address |
| Citizenship |
|
|
|
|
|
|
|
|
|
Xin Zhou |
| Director |
| Co-Chairman and Chief Executive Officer of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
|
|
|
|
|
|
|
|
|
Jianjun Zang |
| Director |
| Co-President of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
|
|
|
|
|
|
|
|
|
Xudong Zhu |
| Director |
| President of the Community Value-Added Services Group of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
|
|
|
|
|
|
|
|
|
Bin Wu |
| Director |
| Vice President of the Real Estate Brokerage Services Group of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
|
|
|
|
|
|
|
|
|
Canhao Huang |
| Director |
| Executive Director of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
|
|
|
|
|
|
|
|
|
Zuyu Ding |
| Director |
| Co-President of the Company |
| 11/F Qiushi Building, No. 383 |
| PRC |
CUSIP No. | 026852W10 |
| Page | 22 | of | 27 | Pages |
SCHEDULE C-2
Shares Beneficially Owned by the Directors and Executive Officers of Jun Heng
|
| Shares Beneficially Owned (1) |
| ||
|
| Number |
| % |
|
Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
Xin Zhou |
| 35,052,925 |
| 24.0 | % |
|
|
|
|
|
|
Jianjun Zang |
| 376,935 | (2) | 0.3 | % |
|
|
|
|
|
|
Xudong Zhu |
| 616,372 | (3) | 0.4 | % |
|
|
|
|
|
|
Bin Wu |
| 169,349 | (4) | 0.1 | % |
|
|
|
|
|
|
Canhao Huang |
| 334,498 | (5) | 0.2 | % |
|
|
|
|
|
|
Zuyu Ding |
| 142,666 | (6) | 0.1 | % |
(1) For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of Shares beneficially owned by such person by the sum of (i) the number of Shares outstanding as of June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 on Form 6-K filed with the U.S. Securities and Exchange Commission on August 26, 2015 (which shall exclude (a) the Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan and (b) the Shares underlying the American depositary shares that have been repurchased from the open market but remain uncancelled) and (ii) the number of Shares underlying share options held by such person that are exercisable within 60 days and/or the number of restricted shares held by such person that will be vested within 60 days. The total number of Shares outstanding as of June 30, 2015 is 142,598,380 Shares, excluding Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.
(2) Represent (i) 20,185 Shares Mr. Zang personally held as of November 2, 2015, (ii) 306,750 Shares that Mr. Zang has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Zang will acquire upon the vest of restricted shares within 60 days after November 2, 2015.
(3) Represent (i) 13,472 Shares Mr. Zhu personally held as of November 2, 2015 and (ii) 572,900 Shares that Mr. Zhu has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 30,000 Shares that Mr. Zhu will acquire upon the vest of restricted shares within 60 days after November 2, 2015.
(4) Represent (i) 35,981 Shares Mr. Wu personally held as of November 2, 2015, (ii) 106,700 Shares that Mr. Wu has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 26,668 Shares that Mr. Wu will acquire upon the vest of restricted shares within 60 days after November 2, 2015.
CUSIP No. | 026852W10 |
| Page | 23 | of | 27 | Pages |
(5) Represent (i) 49,998 Shares Mr. Huang personally held as of November 2, 2015, (ii) 234,500 Shares that Mr. Huang has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Huang will acquire upon the vest of restricted shares within 60 days after November 2, 2015.
(6) Represent (i) 33,332 Shares Mr. Ding personally held as of November 2, 2015, (ii) 59,334 Shares that Mr. Ding has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Ding will acquire upon the vest of restricted shares within 60 days after November 2, 2015.
CUSIP No. | 026852W10 |
| Page | 24 | of | 27 | Pages |
SCHEDULE D
Directors and Executive Officers of Smart Create
Name |
| Position |
| Present Principal |
| Business Address |
| Citizenship |
|
|
|
|
|
|
|
|
|
Neil Nanpeng Shen |
| Director |
| Independent Director of the Company |
| Suite 3613, 36/F Two Pacific |
| Hong Kong |
CUSIP No. | 026852W10 |
| Page | 25 | of | 27 | Pages |
SCHEDULE E
Directors and Executive Officers of Smart Master
Name |
| Position |
| Present Principal |
| Business Address |
| Citizenship |
|
|
|
|
|
|
|
|
|
Neil Nanpeng Shen |
| Director |
| Independent Director of the Company |
| Suite 3613, 36/F Two Pacific |
| Hong Kong |
CUSIP No. | 026852W10 |
| Page | 26 | of | 27 | Pages |
SCHEDULE F-1
Directors and Executive Officers of SINA Corporation
Name |
| Principal |
| Name/Principal |
| Citizenship |
Charles Chao |
| Chairman of the Board and Chief Executive Officer |
| 20F Beijing Ideal International Plaza, No. 58 |
| USA |
Pehong Chen |
| Independent Director |
| 1600 Seaport Blvd. Suite 120 |
| USA |
Lip-Bu Tan |
| Independent Director |
| c/o Walden International |
| USA |
Ter Fung Tsao |
| Independent Director |
| c/o Standard Foods Corporation |
| Taiwan |
Yan Wang |
| Independent Director |
| 20F Beijing Ideal International Plaza |
| PRC |
Song Yi Zhang |
| Independent Director |
| 10/F, Fung House, 19-20 Connaught Road |
| Hong Kong |
Yichen Zhang |
| Independent Director |
| c/o CITIC Capital Holdings Limited |
| Hong Kong |
Hong Du |
| President and Chief Operating Officer |
| 20F Beijing Ideal International Plaza, No. 58 |
| PRC |
Bonnie Yi Zhang |
| Chief Financial Officer |
| 20F Beijing Ideal International Plaza, No. 58 |
| USA |
Arthur Jianglei Wei |
| Senior Vice President |
| 20F Beijing Ideal International Plaza, No. 58 |
| PRC |
Bin Zheng |
| Vice President |
| 20F Beijing Ideal International Plaza, No. 58 |
| PRC |
CUSIP No. | 026852W10 |
| Page | 27 | of | 27 | Pages |
SCHEDULE F-2
Shares Beneficially Owned by the Directors and Executive Officers of SINA Corporation
|
| Shares Beneficially Owned (1) |
| ||
|
| Number |
| % |
|
Directors and Executive Officers |
|
|
|
|
|
|
|
|
|
|
|
Charles Chao |
| 811,998 | (2) | 0.6 | % |
|
|
|
|
|
|
Hong Du |
| 148,950 | (3) | 0.1 | % |
(1) For each person included in this table, percentage of beneficial ownership is calculated by dividing the number of Shares beneficially owned by such person by the sum of (i) the number of Shares outstanding as of June 30, 2015 as disclosed in the Company’s earnings release for the fiscal quarter ended June 30, 2015 on Form 6-K filed with the U.S. Securities and Exchange Commission on August 26, 2015 (which shall exclude (a) the Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan and (b) the Shares underlying the American depositary shares that have been repurchased from the open market but remain uncancelled) and (ii) the number of Shares underlying share options held by such person that are exercisable within 60 days and/or the number of restricted shares held by such person that will be vested within 60 days. The total number of Shares outstanding as of June 30, 2015 is 142,598,380 Shares, excluding Shares issued to the depositary bank of the Company under reservation for future grants under the Company’s share incentive plan.
(2) Represent (i) 49,998 Shares Mr. Charles Chao personally held as of November 2, 2015, (ii) 712,000 Shares that Mr. Charles Chao has the right to acquire upon exercise of options within 60 days after November 2, 2015, and (iii) 50,000 Shares that Mr. Charles Chao will acquire upon the vest of restricted shares within 60 days after November 2, 2015.
(3) Represent 148,950 Shares, represented by ADSs, personally held by Ms. Hong Du as of November 2, 2015.